Exhibit 10.39
FINDER'S FEE AGREEMENT
THIS AGREEMENT is made as of the 25 day of February, 2004, AMONG:
U.S. Gold Corporation, a Colorado corporation, having an office at 0000 Xxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000-0000(xxx "Corporation") AND: Meridian
Capital Ltd., having an office at Suite 3400, Park Place, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX X0X 0X0 (the "Finder").
WHEREAS:
A. the Corporation wishes to raise up to $8,100,000.00 by the sale of Units
with each Unit consisting of one (1) Common Share and one (1) Unit Warrant
(the "Financing"); and
B. the Corporation has agreed to retain the Finder to introduce potential
Accredited Investors to the Corporation to participate in the Financing
upon the terms and conditions hereinafter set out.
NOW THEREFORE in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
Part 1
INTERPRETATION
1.1 For the purpose of this Agreement, including the recitals and any amendment
hereto, the following words and phrases shall have the following meanings:
(a) "Accredited Investor" means those persons as defined in Regulation D
promulgated under the Securities Act of 1933 and those persons as defined
in section 1.1 of Ontario Securities Commission Rule 45-501 and in section
1.1 of multilateral Instrument 45-103 proclaimed in Canada;
(b) "Closing" means the closing of the issue and sale of the Units as
herein contemplated;
(c) "Closing Date" means the date upon which the Closing occurs, or if
more than one Closing, the dates on which the Closings occur, which
date(s) shall be determined by the Corporation and shall in any event
not be later than the last day of the Offering Period;
(d) "Commission" means the United State Securities and Exchange
Commission;
(e) "Common Shares" means common shares in the capital of the Corporation;
(f) "Disclosure Record" means all documents filed or published pursuant to
the constatuting documents of the Corporation, all securities laws
affecting the Corporation and the laws under which the Corporation is
incorporated;
(g) "Effective Date" means the date that the Registration Statement filed
pursuant to Part 4 is first declared effective by the Commission;
(h) "Filing Date" means with respect to the initial Registration Statement
required to be filed to cover the resale of the Registerable
Securities, the date that is 90 days following the Closing Date;
(i) "Finder's Fee" has the meaning ascribed thereto in section 3.1;
(j) "Finder's Warrants" means the non-transferable share purchase warrants
which entitle the Finder to purchase Common Shares in the aggregate,
equal to 20% of the number of Units sold pursuant to the Financing, to
be granted by the Corporation to the Finder in accordance with section
3.1;
(k) "Misrepresentation" has the meaning ascribed thereto by applicable
securities legislation;
(l) "Offering Period" means a period from the date of this Agreement to
the close of business on March 12, 2004;
(m) "Registration Statement" means a registration statement covering the
resale of the Registerable Securities not already covered by an
existing and effective registration statement for an offering to be
made on a continuous basis pursuant to Rule 415 promulgated by the
Commission pursuant to the Securities Act of 1933;
(n) "Registerable Securities" means the Common Shares comprising part of
the Units and Common Shares issued upon exercise of the Unit Warrants
as well as the Finder's Warrants, together with any securities issued
upon any stock split, dividend or other distribution, recapitalization
or similar event, or any conversion price adjustment with respect
thereto;
(o) "Time of Closing" means 10:00 a.m. on the Closing Date or such other
time on the Closing Date as the Corporation agrees;
(p) "US Persons" means those persons as defined in Regulation S
promulgated under the Securities Act of 1933;
(q) "Unit(s)" means up to 9,000,000 Units to be offered by the
Corporation, each consisting of one (1) Common Share and one (1) Unit
Warrant, for sale by the Corporation at an aggregate price of $0.90
per Unit;
(r) "Unit Warrants" means the non-transferable share purchase warrants
which will be included in the Units, each four (4) of which entitles
the holder to purchase one Common Share for $1.25 , exercisable for a
period of 2 years from the date of Closing;
(s) "Work Fee" means the fee to be paid to the Finder pursuant to section
2.2.
1.2 For the purpose of this Agreement, all references to "Dollar" or "$" shall
means U.S. funds, unless otherwise specified.
1.3 The headings of the Articles of this Agreement are inserted for convenience
of reference only and shall not in any manner affect the construction or
meaning of anything herein contained or govern the rights or liabilities of
the parties hereto.
1.4 Words importing the singular number only shall include the plural and vice
versa and words of gender shall entail all genders, including the neuter
gender and words importing persons shall include companies, corporations,
partnerships, syndicates, trusts and any number or aggregate of persons.
Part 2
APPOINTMENT OF FINDER
2.1 The Corporation hereby appoints the Finder as its exclusive agent for the
Financing, and the Finder hereby agrees to accept the appointment and
agrees to use its commercially reasonable efforts to identify and introduce
to the Corporation potential Accredited Investors to purchase up to
9,000,000 Units (the "Units") at a price of $0.90 per Unit. In no event
shall the appointment of the Finder as agent for Corporation extend beyond
the expiration of the Offering Period and in no event is the Finder
authorized to act on behalf of the Corporation except as specifically set
forth herein.
2.2 The Corporation shall pay to the Finder a work fee (the "Work Fee") of
$10,000which is due and payable upon execution of this Agreement and which
is non-refundable, the receipt of which is hereby acknowledged.
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2.3 The Finder acknowledges and agrees that the decision to accept an
Accredited Investor introduced by the Finder in the Financing is at the
sole discretion of the Corporation.
Part 3
FINDER'S FEES
3.1 In the event that an Accredited Investor is accepted by the Corporation,
the Corporation agrees at the Time of Closing:
(a) to pay to the Finder a cash fee equal to 8.5% of the total
subscription actually received and accepted by the Corporation (the
"Finder's Fee"); and
(b) to issue the Finder share purchase warrants ("Finder's Warrant") which
entitle the Finder to purchase in the aggregate that number of Common
Shares of the Corporation equal to 20% of the number of Units sold to
the Accredited Investors upon Closing.
(c) Each Finder's Warrant shall be exercisable any time from the Closing
Date until the expiration of two years from the Closing Date and shall
entitle the Finder to purchase one Common Share of the Corporation at
a price of $0.90 per Common Share. The Finder's warrant shall not be
transferable by the Finder.
3.2 The Finder's Fee shall at the Time of Closing be paid by the Corporation to
the Finder by wire transfer.
Part 4
REGISTRATION STATEMENT AND RELEASE OF SUBSCRIPTION FUNDS
4.1 The Corporation agrees to use its commercially reasonable efforts to
register the Common Shares issued with the sale of Units and the Common
Shares issuable upon exercise of the Unit Warrants and the Finders'
Warrants, and to prepare and file a Registration Statement with the United
States Securities and Exchange Commission (the "SEC") on or before the
Filing Date covering the Common Shares included in any Units that are sold
in the offering, the Common Shares underlying the Unit Warrants and the
Common Shares underlying the Finder's Warrants. The Corporation shall use
its commercially reasonable efforts to cause the Registration Statement to
be declared effective by the Commission under the Securities Act of 1933
and to keep the Registration Statement current for 24 months after the
Closing Date or such earlier date when the Common Share issued with the
sale of Units and Common Shares issued upon exercise of the Unit Warrants
and Finder's Warrants have been sold or may be sold with or without volume
restrictions pursuant to Rule 144 as determined by counsel to the
Corporation.
Part 5
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
5.1 The Corporation represents and warrants to the Finder, and hereby
acknowledges that the Finder is relying on such representations and
warranties in entering into this Agreement as follows:
(a) the Corporation has been duly incorporated and organized and is valid
and subsisting and in good standing under the laws of its jurisdiction
of incorporation and has all the requisite corporate power and
capacity to carry on its business as now conducted and as presently
proposed to be conducted;
(b) the Corporation has full corporate power and authority to enter into
this Agreement and assuming the due execution and performance by
Finder, to perform its obligations set out herein and this Agreement
has been duly authorized, executed and delivered by the Corporation
and constitutes a legal, valid and binding obligation of the
Corporation enforceable in accordance with the terms, subject to the
general qualification that:
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(i) enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other laws affecting creditors'
rights generally;
(ii) equitable remedies, including the remedies of specific
performance and injunctive relief are available only in the
discretion of the applicable court; and
(iii) rights to indemnity, contribution and waiver hereunder and
the ability to sever unenforceable terms may be limited
under applicable law;
(c) the authorized capital of the Corporation and the issued capital of
the Corporation is as disclosed in the Disclosure Record; all of the
issued and outstanding securities have been duly issued in compliance
with all applicable securities laws and are fully paid and
non-assessable; and, no person, firm or corporation has any agreement
or option, or right or privilege, whether preemptive or contractual,
capable of becoming an agreement, including convertible securities,
for the purchase, subscription or issuance of any unissued shares or
other securities of the Corporation except as disclosed in the
Disclosure Record;
(d) there is no action, proceeding or investigation pending or to the best
of its knowledge threatened against the Corporation before or by any
federal, provincial, state, municipal, county or other governmental
department, commission, board or agency, domestic or foreign, which
may result in any material adverse change in the condition, financial
or otherwise, of the Corporation, or which questions the validity of
any action taken or to be taken by the Corporation pursuant to or in
connection with this Agreement;
(e) there is not, in the constituting documents or by-laws of the
Corporation or in any agreement, mortgage, note, debenture, indenture
or other instrument or document to which the Corporation is a party,
any restriction upon or impediment to the declaration or payment of
dividends by the directors of the Corporation or the payment of
dividends by the Corporation to the holders of its Common Shares;
(f) the audited Hfinancial statements of the Corporation, including the
notes thereto, as contained in the Disclosure Record, present the
financial position and condition of the Corporation as at the date
thereof, in accordance with generally accepted accounting principle
applicable in the United States ("GAAP") and reflect all material
liabilities (absolute, accrued, contingent or otherwise) of the
Corporation as at the date thereof in accordance with GAAP, and there
has not been any material adverse change in such position or condition
since such date except as described in the Disclosure Record;
(g) no event of material default under the constituting documents, by-laws
or resolutions of the Corporation or under any agreement or instrument
to which the Corporation is a party, has occurred and no event which
with the giving of notice or the passage of time or both would
constitute an event of material default under the constituting
documents, by-laws or resolutions of the Corporation or under any such
agreement or instrument has occurred and is continuing;
(h) subject to the Closing occurring at a minimum of US $5,000,000, the
Corporation shall not issue or sell any Common Shares or financial
instruments convertible or exchangeable into Common Shares of the
Corporation other than for the purpose of employee, directors and
qualified consultant stock options or stock grants (under the Non
Qualified Option and Stock Grant Plan) or to satisfy instruments or
agreements already existing as of the date hereof for period of 180
days from the Closing Date without the prior written consent of the
Finder, such consent not to be unreasonably withheld;
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(i) except as disclosed herein, there is no person, firm or corporation
acting or purporting to act for the Corporation entitled to any
brokerage or finder's fee in connection with any of the transactions
contemplated herein;
(j) the execution and delivery by the Corporation of this Agreement and,
assuming due performance and registration or qualification of the
Finder, the performance of its obligations hereunder will not result
in any breach or violation of, or be in conflict with, or constitute a
default, under any term or provision of the constituting documents of
the Corporation or any shareholders' or directors' resolutions of the
Corporation, or any agreement to which the Corporation is a party or
by which the Corporation or any of its property is bound, and this
Agreement has been duly authorized, executed and delivered by the
Corporation;
(k) assuming due qualification and/or registration by the Finder, no
approval, authorization, consent or other order of any governmental
authority is required in connection with the execution and delivery or
by the performance by the Corporation of this Agreement except
requisite filings with the Commissions;
(l) there is no order ceasing or suspending trading in securities of the
Corporation or prohibiting the sale of such securities against the
Corporation or, to the best of the Corporation's knowledge, after due
inquiry: any of its directors, officers and promoters; any other
companies that have common directors, officers and promoters; and no
proceedings for this purpose have been instituted or are pending,
contemplated or threatened;
(m) all statements, facts, data, information and material made, furnished
or provided from time to time by the Corporation in writing to the
Finder relating to the Corporation are true and correct in all
material respects as at the respective dates of said documents and all
material facts relating to the Corporation have been fully disclosed
to the Finder and such statements, facts, data, information and
material did not and do not (except where modified or superseded by
subsequently provided statements, facts, data, information and
materials) contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make any statement or fact
contained therein not misleading in light of the circumstances in
which it was made; and
(n) upon Closing, the Finder's Warrant will be validly created, authorized
and delivered and the Common Shares will be validly authorized,
allotted and reserved for issuance upon the exercise of the Finder's
Warrant in accordance with its terms, and Common Shares will, when
issued, be issued as fully paid and non-assessable securities and will
be issued free and clear of all liens, charges and encumbrances of any
kind whatsoever.
Part 6
COVENANTS OF THE CORPORATION
6.1 Forthwith following execution of this Agreement, the Corporation will use,
at its own expense, commercially reasonable efforts to take or cause to be
taken all steps and proceedings that may be necessary under applicable
securities legislation, including but not limited to, the filing and
obtaining of an effective date for the Registration Statement in all
applicable jurisdictions.
(a) The Corporation covenants and agrees, notwithstanding the termination
of this Agreement, to protect, indemnify and save harmless the Finder
and its directors, officers and employees (collectively the
"Indemnified Parties") from and against all losses, claims, damages,
liabilities, valid costs or expenses as provided herein (other than
loss of profits), in any way caused, sustained or incurred by reason
of or resulting directly from:
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(i) any statement or information contained in or omitted from the
Registration Statement, any amended Registration Statement and
additional or ancillary material, information, evidence, return,
report, application, statement, table or document that may be
filed, or required to be filed, in connection with the Offering,
except statements or information relating solely to or provided
solely by the Finder, which, at the time and in light of the
circumstances under which it was made, was false or misleading
with respect to any material fact or which omits to state any
material fact, the omission of which makes the statement false or
misleading;
(ii) any breach of the representations, warranties and covenants of
the Corporation contained herein;
(iii) any prohibition or restriction of trading in the securities of
the Corporation or any prohibition affecting the distribution of
the Common Shares which may be ordered by any one or more
competent authorities if such prohibition is based on any
statement or omission made by the Corporation in the Registration
Statement, except statements or omissions relating solely to,
provided or omitted by the Finder or the purchasers in the
offering;
(iv) the Registration Statement failing to comply with the
requirements of securities laws affecting the Offering or by
reason of the Corporation having failed to take or cause to be
taken such steps or proceedings as were necessary to permit the
lawful sale of the Common Shares as contemplated by the
Registration Statement and as contemplated hereby excepted to the
extent that the failure is caused by the Finder of the Accredited
Investors; and
(v) any formal inquiry or investigation, whether prior to or
subsequent to Closing, into the affairs, records or accounts of
the Corporation or into holdings of securities of the Corporation
or transactions in securities of the Corporation, which is
commenced or contemplated by securities regulations authorities
except where same relates solely to the activities of the Finder.
(b) If any matter or thing contemplated by section 6.2(a) shall be
asserted against an Indemnified Party, the Indemnified Party shall
notify the Corporation as soon as possible of the nature of such claim
and the Corporation shall be entitled (but not required) to assume the
defense of any suit brought to enforce such claim; provided however,
that the defense shall be through legal counsel acceptable to the
Indemnified Party, acting reasonably, and that no settlement may be
made by the Corporation or the Indemnified Party without prior written
consent of the other. If the Corporation assumes the defense of any
such suit, the Indemnified Party shall continue to have the right to
employ its own counsel, which shall be acceptable to the Corporation,
in any proceeding relating to the claim contemplated by section 6.2(a)
and the reasonable fees and expenses of such counsel shall be
recoverable by the Indemnified Party from the Corporation to the
extent that the same shall be covered by the indemnity in section
6.2(a) if:
(i) the Indemnified Party has been advised by such counsel that there
may be legal defenses available to it which are different from or
additional to defenses available to the Corporation which counsel
for the Corporation fails or refuses to assert;
(ii) the Corporation shall not have undertaken the defense of such
proceedings and employed counsel within fifteen (15) days after
notice of commencement of such proceedings; or
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(iii) the employment of such counsel has been authorized by the
Corporation in connection with the defense of such proceedings.
(c) To the extent that any Indemnified Party is not a party to this
Agreement, the Finder shall obtain and hold the right and benefit of
this section in trust for and on behalf of such Indemnified Party.
(d) In the event that, for any reason, the indemnity provided for in this
Section, is illegal or unenforceable, the Finder and the Corporation
shall contribute to the aggregate of all losses, claims, costs,
damages, expenses or liabilities of the nature provided in this
Section such that the Finder shall be responsible for that portion
represented by the percentage that the Finder's compensation herein
bears to the gross proceeds from the Offering and the Corporation
shall be responsible for the balance. Notwithstanding the foregoing, a
party guilty of fraudulent misrepresentation shall not be entitled to
indemnification or contribution from any other party. Any party
entitled to indemnification or contribution will, promptly after
receiving notice of commencement of any claim, action, suit or
proceeding against such party in respect of which a claim for
indemnification or contribution may be made against another party or
parties under this section, notify such party or parties from whom
indemnification or contribution may be sought. In no case shall such
party from whom contribution may be sought be liable under this
subsection unless such notice shall have been provided, but the
omission to so notify such party shall not relieve the party from whom
indemnification or contribution may be sought from any other
obligation it may have otherwise than under this subsection. The right
to contribution provided in this subsection shall be in addition to
and not in derogation of any other right to contribution which the
Finder or the Corporation, as the case may be, may have by statute or
otherwise by law.
(e) Notwithstanding the provisions of this section 6.2, the foregoing
rights of indemnity shall not enure to an Indemnified Party if the
Corporation has complied with the provisions of section 6.1 and the
claim for indemnification relates to a person asserting a claim in
respect of an alleged untrue statement in or alleged omission from the
Registration Statement, or any amendment thereto, and such person was
not provided with a copy of the document which corrects such alleged
untrue statement or untrue omission and which is required, under
applicable law, to be sent or delivered to such person by such
Indemnified Party.
Part 7
COVENANTS OF THE FINDER
7.1 The Finder covenants:
(a) to comply with Rule 502(c) of Regulation D promulgated under the
Securities Act of 1933 and not participate in any advertisement or
general solicitation in connection with the Financing;
(b) not to participate in any negotiations between the Corporation and
Accredited Investors;
(c) not to perform any independent analysis of the Corporation;
(d) not to engage in any due diligence activities;
(e) not to provide any advise in relation to the valuation of, or the
financial advisability of such investment, by an Accredited Investor;
(f) not to handle any funds or securities in respect of the Financing
other than the Finder's Fee and Finder's Warrants pursuant to section
3.1 hereof;
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(g) not to assist in or provide financing for such purchases; and
(h) not to provide any information about the Corporation, unless
authorized to an Accredited Investor to do so by the Corporation in
writing;
(i) not to issue any press release or other public announcement regarding
the Offering without the written consent of the Corporation;
(j) to indemnify the Corporation against any liabilities incurred by it in
connection with the Offering caused by the acts or omissions of the
Finder.
7.2 The Finder represents to the Corporation that:
(a) there is a substantial and pre-existing relationship with the
Accredited Investor and the Finder;
(b) that the Finder reasonably believes that the US Persons are Accredited
Investors and that he reasonably believes that purchasers in Canada
are purchasing for investment purposes only and not with a view to
resale or distribution.
(c) Neither the Units, the Shares nor the shares underlying the warrants
have been registered under the 1933 Act, by reason of their issuance
in a transaction that does not require registration under the 1933 Act
(based in part on the accuracy of the representations and warranties
of Purchaser hereto), and that such Shares and warrants must be held
unless a subsequent disposition is registered under the 1933 Act or is
exempt from such registration.
(d) The Units, Unit Warrants, Finder's Warrants and all Common Shares
shall bear the following or a substantially equivalent legend, unless
same shall have been included in an effective registration statement
under the 1933 Act:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED;
(e) It has sufficient knowledge and experience in investing in companies
similar to the Company in terms of the Company's stage of development
so as to be able to evaluate the risks and merits of its investment in
the Company and it is able financially to bear the risks thereof;
(f) No agency, governmental authority, regulatory body, stock exchange or
other entity has made any finding or determination as to the merits
for investment of, nor have any such agencies or governmental
authorities made any recommendation or endorsement with respect to,
the Shares or the Warrants;
(g) Purchaser has access to and has reviewed to the extent necessary, via
United States Securities and Exchange Commission (the "Commission")
Xxxxx data base, copies of the Company's Form 10-KSB/A for the year
ended December 31, 2002 as filed with the Commission together with all
subsequently filed forms 00-XXX, 00-XXX, 0-X, Xxxxx Xxxxxxxxxx,
Registration Statement on Form SB-2 and all amendments thereto and
other publicly available filings made with the Commission and has
received from the Company such other information concerning its
operations, financial condition and other matters as requested of the
Company and Purchaser has considered all factors the Purchaser deems
material in deciding on the advisability of investing in the Units;
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(h) The Units are being offered for sale only on a "private placement"
basis;
(i) The Units are being acquired by the Purchaser in good faith solely for
the Purchaser's own account, for investment purposes only, and are not
being purchased with a view to, or for the resale or distribution
thereof; and
Part 8
CLOSING
8.1 Subject to the terms and conditions hereof, the Closing shall take place at
the Time of Closing at the offices of the Corporation, or such other location in
the City of Denver, in the State of Colorado.
8.2 At the Closing, the Corporation shall deliver to the Finder payment of the
Finder's Fee and Finder's Warrant provided for in Part 3 hereof and payment of
the balance owed in respect of the Expenses of the Finder.
Part 9
TERM AND TERMINATION
9.1 This Agreement shall expire following expiration of the Offering Period on
March 12, 2004 unless extended with the mutual written consent of the parties.
9.2 The Corporation may terminate this agreement prior to its expiration without
prior notice for just cause, which shall include:
(a) the Finder committing an act of bankruptcy or becoming involved in any
fraud or dishonest or serious misconduct in circumstances that would,
in the reasonable opinion of the Corporation, make the Finder
unsuitable to act on behalf of the Corporation; and
(b) the Finder failing to comply with any terms of this Agreement with
such failure not being rectified within fifteen (15) days of receipt
of notice thereof from the Corporation.
(c) no termination of this Agreement shall affect the rights of any party
to pursue damages for breach of the Agreement by any other party.
9.3 Finder many terminate this agreement prior to its expiration without prior
notice for just cause, which shall include;
(a) the Corporation committing an act of bankruptcy or becoming involved
in any fraud or dishonest or serious misconduct in circumstances that
would, in the opinion of the Finder, make representation of the
Corporation by the Finder unsuitable; and
(b) the Corporation failing to comply with the terms of this Agreement
with such failure not being rectified within fifteen (15) days of
receipt of notice from the Finder.
(c) no termination of this Agreement shall affect the rights of any party
to pursue damages for breach of the Agreement by any other party.
Part 10
EXPENSES OF THE ISSUE
10.1 Notwithstanding any termination of the Agreement or the cancellation of its
obligations by the Finder pursuant to Part 9 hereof and, except as
otherwise indicated herein, the Work Fee and costs and expenses of or
incidental to the Offering, all other reasonable expenses incurred by the
Finder in connection with the Offering and Registration Statement shall be
paid by the Corporation whether or not the Offering is completed as
contemplated, including the fees and disbursements of legal counsel to
Finder, except that expenses in excess of aggregate US$10,000 shall require
the prior written approval of the Corporation (the "Expenses"). The
Corporation will pay the Work Fee, the Expenses incurred by the Finder's
Fee from time to time as requested by the Finder by bank wire transfer to
the Finder or counsel to the Finder or in such other manner as is
acceptable to the Finder.
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Part 11
NOTICES
11.1 Any notice required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given or made when delivered at the
addresses of the relevant party set forth below or such other address as a
party may stipulate in writing:
(a) to the Corporation at:
U.S. Gold Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxxxx X. Xxxx
with a copy to:
Xxxxxxx & Xxxxx, PC
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxxxxx
(b) to the Finder at:
Meridian Capital Ltd.
Xxxxx 0000, Xxxx Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Facsimile: (000) 000-0000
Attention: Xx. Xxxxx Xxxxxxx
with a copy to:
Xxxxxx, Xxxxxxx
Xxxxx 0000-000 Xxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Facsimile: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxxxx
Part 12
MISCELLANEOUS
12.1 Time shall be of the essence with respect to the terms and conditions of
this Agreement.
12.2 This Agreement may be executed in several counterparts and may be
represented by facsimile, each of which when so executed shall be deemed to
be an original, and such counterparts together shall constitute one and the
same instrument and notwithstanding their date of execution, shall be
deemed to bear the date above written.
12.3 All warranties, representations, covenants, indemnifications and agreements
herein contained or contained in certificates or documents submitted
pursuant to or in connection with the transactions herein along with all
rights of action in connection therewith shall survive the Closing of the
Offering and shall continue in full force and effect for a period of two
years following the Closing Date for the benefit of the Finder and for the
benefit of the Corporation.
12.4 This Agreement supersedes all other agreements, documents, writings and
verbal understandings among the parties relating to the subject matter
hereof and represents the entire agreement between the parties relating to
the subject matter hereof.
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12.5 This Agreement shall be construed and interpreted, and the rights and
obligations of the parties arising hereunder governed, by the laws of the
State of Colorado. The parties agree that the courts of Colorado shall have
exclusive jurisdiction over any dispute, termination or breach of any kind
or nature whatsoever arising out of or in connection with this Agreement.
12.6 All the terms and provisions of this Agreement shall be binding upon, shall
enure to the benefit of, and shall be enforceable by and against the
parties hereto and their respective successors and permitted assigns, but
shall not be assignable, before or after the Time of Closing, without the
written consent of the other parties hereto.
12.7 The Finder may waive in whole or in part any breach of, default under or
non-compliance with any representation, warranty, term or condition hereof,
or extend the time for compliance therewith.
IN WITNESS WHEREOF the parties hereto have executed this Agreement effective the
day and year first above written.
US GOLD CORPORATION
Per: /s/ Xxxxxxx X. Xxxx
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Chief Executive Officer, President and Chairman of the Board of Directors
MERIDIAN CAPITAL LTD.
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Per: /s/ Xxxxx Xxxxxxx
11
